ATLANTIC CITY. (AP) -- Bernard Hopkins gave Kelly Pavlik a boxing lesson and a first loss that he will never forget.

The 43-year-old Hopkins used lightning quick combinations and a cagey, near-perfect defense to embarrass and confuse Pavlik in a 12-round non-title bout Saturday night at Boardwalk Hall.

Associated PressBernard Hopkins hits Kelly Pavlik with a right hand Saturday night at Boardwalk Hall in Atlantic City. It is a punch Hopkins landed repeatedly throughout the light heavyweight fight.

Hopkins, who dominated the middleweight class for a decade, made the 26-year-old Pavlik -- the WBC and WBO middleweight champion -- look slow and powerless in fighting at 170 pounds, 10 pounds over his weight class.

Hopkins received winning scores of 119-106 from judge Alan Rubenstein, 117-109 from Barbara Perez and 118-108 from Steve Weisfeld.

The mismatch was obvious from the opening bell, and Hopkins reveled in the beating he gave the Youngstown, Ohio boxer. By the fifth round, Pavlik was bleeding from the nose and by the seventh Hopkins was taunting him.

During one stretch in the round, Hopkins landed four or five straight punches, and then stepped back started winding up on his punches before delivering them.

"He was a great fighter but I knew my style and quickness was underrated and it was going to give him problems tonight," Hopkins added.

Pavlik (34-1) never stopped stalking Hopkins of Philadelphia, but he never seemed to hurt him.

"I just could not get off tonight," Pavlik said. "I don't know why? It was not his slickness. It just wasn't me out there tonight. I couldn't do anything I'm used to doing. We're going back to the drawing board. it just wasn't me tonight. I'll be more comfortable going back to 160."

With tinges of gray in his beard, Hopkins even looked the fresher fighter. He came into ring wearing an executioner's mask and black robe with an 'X' on both, and he terminated Pavlik's perfect mark in improving to (49-5-1).

The crowd had come to hail Pavlik, who had battered Gary Lockett in his first title defense in June.

When he was in trouble early, they chanted "Kel-lee! Kel-lee!"

Halfway through the fight the chants become "B-Hop! B-Hop!"

Hopkins landed a barrage of blows in the 12th round and started yelling at Pavlik in a move that was no more than a gleeful taunt.

"I wanted to pick it up and step it up," Hopkins said. "I wanted to stop him."

When the final bell sounded, both fighters continued to throw punches, forcing referee Benji Esteves to dive between them.

Hopkins then walked over to the television cameras and glared, wondering how so many had predicted that Pavlik would knock him out for the first time in his career.

In hindsight, it's a wonder Pavlik was still standing at the end.

Hopkins praised Pavlik after the fight.

"I was a fan of yours before the fight and I am a fan of yours now," Hopkins told Pavlik in the corner. "You just need to get a little more slickness. You need to bend you knees more like your coach was telling you. Middleweight is your destiny."